December 19, 2003 File No /

Transcription

1 December 19, 2003 File No / BC Seafood Alliance West 73 rd Avenue Vancouver, BC V6P 6G5 Attention: Christina Burridge: This letter confirms the agreement between Her Majesty the Queen in Right of the Province of British Columbia represented by the British Columbia Offshore Oil and Gas Team ("the Province ) and the BC Seafood Alliance (the "Organization") in respect of the Project, on the terms set out below (the Agreement ). 1. PROJECT 1.1 The Organization will carry out and complete the project described in Appendix 1 (the Project ) in accordance with the budget attached Appendix REPRESENTATIONS AND WARRANTIES 2.1 The Organization represents and warrants that it has the authority to enter into this Agreement and to carry out and complete the Project. The Organization acknowledges that the Province is relying on these representations and warranties in entering into this Agreement and in paying the Province s Contribution to the Organization. 3. ELIGIBLE COSTS 3.1 Eligible Costs are those costs and expenses described in the budget attached as Appendix 2, and incurred by the Organization in carrying out and completing the Project. 4. PROVINCE S CONTRIBUTION 4.1 The Province will provide $45, to the Organization for the Project, (the Province s Contribution ) subject to the terms of this Agreement.

2 4.2 In no circumstances whatsoever is the Province obligated to provide any funding to the Organization in excess of the Province s Contribution. 4.3 The Organization will use the Province's Contribution only for the purpose of defraying Eligible Costs. 5. PAYMENT 5.1 The Province will pay the Province's Contribution to the Organization as set out below, within 30 days of receipt from the Organization, of the documents referred to below: a) $20,000 following receipt of an executed copy of this Agreement; b) $20,000 following receipt of the first draft of the research paper referred to in Appendix I by January 7, 2004 in a form satisfactory to the Province; and c) $5, following receipt of the financial statement referred to in section 11.1 and a final report in a form satisfactory to the Province. 6. TERM OF THE AGREEMENT 6.1 This Agreement is for a term commencing upon the receipt by the Province of a fully executed copy of this Agreement and ending on the Project Completion Date. 7. PROJECT COMPLETION DATE 7.1 The Organization will complete the Project on or before February 28, 2004 (the Project Completion Date ). 8. INDEPENDENT RELATIONSHIP 8.1 Neither the Organization nor its servants, agents or employees will be the servant, employee, or agent of the Province. 8.2 The Organization will not, in any manner whatsoever, commit or purport to commit the Province: to the payment of money to any person, firm, or corporation; or to take or refrain from taking any action of any kind whatsoever.

3 9. REPORTS 9.1 The Organization will: fully inform the Province's Representatives in the manner prescribed by them of the work done and to be done by the Organization in connection with the Project as set out in Appendix 1; and immediately advise the Province of any expected cost overruns and/or delays in completing the Project, in accordance with section 13.2 This provision will not restrict the Province's entitlement to limit its obligations under, or terminate, this Agreement. 10. INSPECTION 10.1 The Organization will permit the Province's representatives at all reasonable times to inspect, examine and review any and all accounting records, findings, data, prints, specifications, drawings, working papers, reports, documents and all audio, visual and print material whether complete or otherwise that have been produced, received or acquired by the Organization as a result of the Project At the request of the Province, the Organization will provide the Province a copy of all of its completed documents and materials used in or in support of the Project If the Organization does not complete the Project, the Organization will permit the Province to copy all accounting records, findings, data, prints, specifications, drawings, working papers, reports, documents and all audio, visual and print material whether complete or otherwise that have been produced, received or acquired by the Organization as a result of the Project. 11. ACCOUNTING/AUDIT 11.1 The Organization will: maintain financial records in accordance with generally accepted accounting principles, and provide a financial statement of the Project audited by an independent auditor recognized in the Province of British Columbia, no later than May 31, 2004.

4 12. APPROPRIATION 12.1 Notwithstanding any other provision of this Agreement, the payment of money by the Province to the Organization is subject to: there being sufficient monies available in an appropriation, as defined in the Financial Administration Act (the Financial Administration Act and every amendment made to that Act being collectively called the "Act"), in any fiscal year or part thereof when any payment of money by the Province to the Organization falls due pursuant to this agreement, to make that payment; and Treasury Board, as defined in the Act, not having controlled or limited expenditure, pursuant to the Act, under any appropriation referred to in the preceding paragraph. 13. DEFAULT AND REMEDIES/REPAYMENT 13.1 The Organization will be in default of this Agreement if: it breaches any provision of this Agreement, or fails to fulfill any of its obligations set out in Appendix I; or if the audited statement required above contains a denial of opinion or adverse opinion If the Organization is in default, of if the Organization believes that there is a reasonable likelihood that it will be in default, it will notify the Province immediately. After the Province receives that notice the Parties will meet as soon as practicable to review the situation Notwithstanding the requirement to meet set out in section 13.2, the Province may, at any time, at its discretion: withhold any amounts otherwise payable under this Agreement; require the Organization to take reasonable steps to remedy the default; (c) take other steps the Province deems appropriate; or (d) terminate this Agreement Notwithstanding sections , if for any reason, the Project is not completed to the satisfaction of the Province, the Organization will repay to the Province the amount of the Province s Contribution paid to the Organization by the Province under this Agreement within 30 days of receipt by the Organization of a written request for repayment from the Province.

5 13.5 If the total Eligible Costs of the Project, as determined by the Province, are less than the amount of the Province s Contribution paid by the Province to the Organization under this Agreement, the Organization will repay that difference to the Province within 30 days of receipt by the Organization of a written request for payment of that difference from the Province. 14. PROVINCIAL REPRESENTATIVE 14.1 Any person designated by me from time to time as the Provincial Representative, may act for the Province with respect to communications, and all matters arising under this Agreement with respect to the Project. Until you are advised to the contrary, Jean Dragushan, of the BC Offshore Oil and Gas Team, is the Provincial Representative. 15. NOTICES 15.1 Where in this Agreement any notice or other communication is required to be given by any of the Parties, it will be made in writing. It will be effectively given: (c) by delivery to the address of the party set out below, on the date of delivery; or, by pre-paid registered mail, to the address of the party set out below, on the fifth business day after mailing; or by facsimile, to the facsimile number of the party, mentioned in this agreement, on the date the facsimile is sent. The address and facsimile numbers of the parties are: Province: BC Offshore Oil and Gas Team Ste Douglas Street Victoria, B.C., V8W 2G5 Fax: (250)

6 Organization: BC Seafood Alliance West 73rd Avenue Vancouver, BC V6P 6G5 The address or facsimile number set out above may be changed by notice in the manner set out in this section. 16. AMENDMENTS 16.1 This Agreement may only be amended by the agreement in writing of both Parties. 17. INDEMNITY 17.1 The Organization will indemnify and save harmless the Province from and against any and all losses, claims, damages, actions, causes of action, cost and expenses that the Province may sustain, incur, suffer or be put to by reason of any act or omission of the Organization, or by any servant, employee, or agent of the Organization carrying out or completing the Project. 18. APPENDICES 18.1 Appendix 1 and 2 are part of this Agreement.

7 ACCEPTANCE Please confirm your acceptance of the terms and conditions of this Agreement, by dating and executing all three copies of this Agreement in the space and manner indicated below and returning two copies to me, free of any conditions, at your earliest convenience. You may retain one copy for your records. Note that in signing or executing below, you are committing to an agreement, which is binding on the BC Seafood Alliance. The Province recognizes that the Project is a positive and valuable contribution to the promotion of economic development in British Columbia I look forward to receipt of your confirmation. Yours truly, Jack Ebbels, Deputy Minister British Columbia Offshore Oil and Gas Team Ministry of Energy and Mines Executed this day of, Agreed to this day of, 2003 Christina Burridge, Executive Director BC Seafood Alliance

8 APPENDIX 1 Attached to and forming part of the Contribution Agreement between the British Columbia Offshore Oil and Gas Team and the BC Seafood Alliance Based on the attached budget, the BC Seafood Alliance will familiarize key players in the BC seafood industry with the issues relating to the impact of offshore oil and gas exploration off the West Coast on fisheries and aquaculture, so that they can make informed decisions about both risks and benefits and communicate information to others in the sector. Deliverables: The organization will provide a scoping/research document identifying the issues, with the primary focus on seismic. The intent is to produce an independent research paper that can be used by both the seafood sector and the Offshore Oil and Gas Team that gives a credible, layperson s overview of the issues. A first draft of the scoping/research paper will be provided to the Province by January 7, 2004 and will be finalized and distributed to workshop participants a minimum of one week before the workshop. The organization will organize and hold a one-day workshop focused on seismic effects and impacts, to take place no later than February 20, The Organization will recruit participants for the workshop (approx. 75 people). Best efforts will be made to secure the participation of the UFAWU, the Native Brotherhood of BC, the BC Aboriginal Fisheries Commission, the Pacific Salmon Harvesters Society and other parties identified by the organization or the Province as important to the process of consultation. The organization will complete a final report analyzing the success of this type of forum in generating informed, balanced discussion of the issues, and an assessment of what other mechanisms or techniques would assist in meeting that goal. The final report will make recommendations regarding next steps, if any, and will be provided to the Province by February 28, 2004.

9 APPENDIX 2 Assumption: 1 day workshop EXPENSES Research/Scoping Paper Consultant - Fees (David L. Peterson) $ 6, Consultant - Expenses $ Paper Subtotal $ 6, Invitations & Pre-Registration Invitation Mail-out $ BCSA Web site (announcement/rsvps) $ Invitations Subtotal $ 1, Speakers Speaker Fees & Expenses $ 10, Speakers Subtotal $ 10, Participant Materials Information Kit $ 1, Name Badges $ Participant Kit Subtotal $ 1, Meeting Space Room Rental $ 1, Meeting Space Subtotal $ 1, Catering Morning coffee (arrival) $ Mid-morning break (w juice/snack) $ Lunch $ 2, Mid-afternoon break - (beverages only) $ Catering Subtotal $ 4, Audio-Visual Equipment $ 2, Labour & Delivery $ AV Subtotal $ 3, Miscellaneous Supplies/Signage $ Misc Subtotal $ Workshop Coordination BCSA $ 16, Coordination Subtotal $ 16, Total Expenses $ 45,500.00